ASK Presentation Jun09

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Strictly private and confidential

ASK Presentation ASK, June 2009


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Confidential ASK June 2009

Index

1. ASK, S.A.

i. Overview

ii. Organizational Structure

iii. Mission

iv. Technical Expertise

2. Core Business Areas

3. Differentiation

4. Team

5. Track Record

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ASKs shareholder structure is composed by institutional investors (ISQ) and private investors, pointing out the

project founders - Jaime DAlmeida (JA), Francisco Fino (FF), Jos Paulo Parreira do Amaral (JPPA), Nuno Fernandes

Thomaz (NFT), Nuno Miranda (NM) and Joo Beirco (JB)

ISQ is a private and independent technological entity founded in 1965 with more than 1,000 employees and a

turnover of about 70M

The private investors have an extensive network and knowledge of the Portuguese enterprises as well as a

wide experience in the investment banking sector, both in Portugal and abroad

Recently, a new set of investors have entered in ASK shareholding structure.

1. ASK, S.A.i. Overview

ASK Advisory Services Kapital is a financial boutique, born in the end of 2006, which covers a wide range offinancial services focusing in Corporate Finance, Private Equity/Venture Capital and Real Estate.

FF / JPPA NFT / JBJA / NM New Shareholders Henrique Granadeiro Grupo Pinto Basto Jorge de Mello Carvalho Martins/Vinhas Grupo JRI Grupo Nova Expresso ()


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Non-ExecutiveJaime dAlmeida

Jos Maria Dias Miranda

Francisco Fino

Jos Paulo Parreira do Amaral

Nuno Fernandes Thomaz

Nuno Miranda

Joo Beirco

Board Members

Pedro Soares David

Diogo Torrado

Ana Pinto

Nuno Lopes

Tiago Fonseca

Srgio Pena Dias

Joo Bourbon

Francisco P. Gama

Raquel Silva

Executive

Frederico Ressano Garcia

Ricardo Quaresma

1. ASK, S.A.ii. Organizational Structure


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1. ASK, S.A.iii. Mission

LEADER INTHE MIDDLE

MARKET

SEGMENTPROVIDING

INDEPENDENTFINANCIALADVISORY

Support internationalization of the Portuguese economy through

Spain, Brazil, Angola and eastern Europe

To carry on the activity through an innovative and professional business

model, maximizing and optimizing the financial perspective, which

effectively promotes the accomplishment of the projects

Provide high quality financial advisory, based on ISQs technical

expertise, to Portuguese firms and in all sectors

Promote the Portuguese economic development by supporting

SMEs, entrepreneurs, and dynamic projects with high growth

potential


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ISQs main sectors of activity

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1. ASK, S.A.iv. Technical Expertise

ISQ has a strong local presence abroad, namely in Spain, Brazil, Angola and China, following

Portuguese and worldwide recent economic trends regarding internationalization

ISQs most relevant services

Oil, chemical and petrochemical industries

Energy production

Public and civil works

Pulp and paper industry

Road and rail Infrastructures

Water and sewage

Aerospace industry

Agro-feeding industry

Inspections and Technical Assistance

Non-destructive tests

Electrical equipment installations

Maintenance and Structural Integrity

Project Revision

Metal and Concrete Structures Metrology

Integrated Management Systems

Industrial safety and Hygiene

Environment and Energy

Production and components technology

Logistics and process and raw materials flow

Professional training Research and development


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1. ASK, S.A.

2. Core Business Areasi. Private Equity / Venture Capital

ii. Corporate Finance

iii. Real Estate

3. Differentiation

4. Team

5. Track Record

Index


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Private Equity/ Venture Capital

The unit of Venture Capital / Private Equitycurrently manages a fund - ISQ

Capital de Risco of 7,15 M, with a portfolio of 15 companies.

The first fund is focused on technological and/or innovative companies.

ASKs goal is to launch a new fund, until the end of 2009, with similar

characteristics to the first fund, looking to answer to the demand in the area of

the early stage financing.

Additionally, ASK launched the fund Brasil Sustentvel, focused in companies

with high growth and valorization potential in Latin America, in sectors such as

Tourism, Logistics, Residential and agriculture, possibly including a real estate

component.

1st Fund: 7,15 M


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2Capacity toEvaluate

Opportunities


COMPETITIVE ADVANTAGES

The working logic of the Fund and its

main competitive advantages are based

on the unique value chain that ASK

succeeded to implement, as well as

ISQs deep and diversified knowledge in

many areas

The valuation of investment

opportunities is more effectively made

by ISQs technical expertise

ISQs vast network of technical and

commercial contacts is made available

to the fund portfolio companies

1Deal Flow

3Financial and

Legal Structuringof Transactions

5Effective Support

to PortfolioCompanies and

Management

4Capacity for

PortfolioManagement


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FUND PORTFOLIO COMPANIES

* 1stsuccessful exit: trade sale to an irish multinational in November 2007

*



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Corporate Finance

ASK Corporate Finance renders services of financial support and structures

funds and alternative investment vehicles.

This business area includes a broad set of financial advisory solutions, namely:

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2. Core Business Areasii. Corporate Finance

Accuracy

Strong technical knowledge and analytical capacity

Teamwork experience, management and coordination

of other consultants (legal, auditing, technical, etc.)

Acknowledged know-how in several economic sectors

DiscretionTrustworthiness, reliability and renown professional

capacity

Absolute confidentiality

Independence

Complete independence from related interests

Commitment / ApproachTotal commitment in all obligations to clients

Network

Broad network of professional relations

Personal, institutional, national and international

network

Focused on clients and their objectives

OUR VALUES

Recognized

discretion,exemption andconfidentiality

Independencefrom othereconomic

groups

Capacity to engagelocal and

internationalpartners

Totalcommitment toprojects untilcompletion

Know-how, technicalexpertise, coordinationand broad experience


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Capital Increase and Fund Raising Leverage Finance

Transactions of companies or assets

Cross-border Transactions

Strategic Partnerships and JointVentures

Collection and preparation of documents and required information for presentation andanalysis of the Transaction

Identification, selection and contact potential investors

Selection of the Transactions financial structure

Advisory to the senior management, preparing presentations and contacting investors

Definition of the most adequate negotiation strategy and support in the negotiation of theterms of acquisition/sale

Coordination of the due diligenceprocess

Supervision of the agreement protocols, as well as all other proceedings and formalitiesrequired to the conclusion of the Transaction

Mergers, Acquisitions and Sales

Promoting liquidity

Raising equity in financial and strategicpartners

Acquisitions with high levels of debt(LBOs)

MBOs / MBIs

Preparation of documents for analysisand presentation of the operation

Selection of the financial structure

Identification, selection and contactprivate equities and banking institutions

Advisory in the negotiation of theacquisition terms, negotiations withprivate equities (management deal,shareholder agreement, etc) and withbanking institutions

Support in the due diligence processand in closing.


MAIN SERVICES

Services

Scopeof

Works


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Debt Advisory Investment Funds Structuring

Valuation of companies, assets orinvestment/divestment projects

Structuring Investment Projects

Support to internationalization

Valuation / Investment Projects

Raising of debt

Restructuring and refinancing debt

Structuring financing

Advisory in structuring alternativeinvestment funds, namely real estateassets among others, whoseperformance may be independent from

financial markets

Drawing the optimal capital structure,according to the cash flows expectationand available financing sources

Identification, selection and contactpotential banking institutions

Negotiation of financing conditions


MAIN SERVICES

Structuring a business model, corporategovernance and establishment of afunctional logic between the fund, theinvestors and the management team

Development of a Business Plan

Preparation of documents to present topotential investors

Selection and contact investors

Support in the financial closing

Services

ScopeofW

orks

Collection and critical analysis of therequired financial data for thedevelopment of the valuation work

Development of the Business Plan

Estimate valuation gap through theapplication of internationally recognizedvaluation methodologies

Valuation and investment reports


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Real Estate

ASK Real Estate is focused exclusively in the Portuguese Real Estate

sector, addressing the activity of advisory to real estate projects.

We advise the development of real estate projects, in financial structuring

and fund raising, validation and structuring of real estate projects, as well

as fund raising (equity and/or debt) for the development of projects.

We joint a broad experience and a deep knowledge of the real estatemarket and our goal is to provide advisory services and to structure

investment projects.

We have an integrated supply, being present in the Brazilian and Angolan

Real Estate markets, exploring synergies from the presence of ASK in

those countries.

Already in 2009 ASK Real Estate acquired 50% of First Reit AM, a RealEstate Fund Asset Manager, puting pen to paper on a partnership with

MOBISER.

Through this partnership we combine MOBISERs wide expertise and a

deep knowledge in the Real Estate market, with ASKs strong focus in

rendering financial advisory and investment projects structuring services.


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Real Estate Projects StructuringBusiness Plans valuation, including commercial and financial dimensions;

Business Plans development, selecting business partners either strategic and/or financial;

Monitoring the projects evolution.

Real Estate Projects Financing

Development of financial models for financing;

Projects financial structuring as well as analysis of the best funding sources;

Negotiation of financing conditions.

Fiscal Optimization

Analysis, organization and execution of the most adequate fiscal structure for the Real Estate project.

Structuring Real Estate Investment Funds & Vehicles

Development of a business model structure, establishing a functional relation between the investors andthe fund;

Business Plan development;

Preparation of documents and presentations for potential investors.

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2. Core Business Areasiii. Real Estate

MAIN SERVICES


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First Reit AM, Sociedade Gestora de Fundos de Investimento Imobilirio S.A.

- Financial Advisory

- Equity & Debt Raising

- Real Estate Know-How

- Present in the Real Estatemarket as an investor for 30years

- Financial Know-How

- Venture Capital

- Corporate Finance

- Real Estate Asset Management

- Real Estate Projects Advisory

- Asset Management

2. Core Business Areasiii. Real Estate


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1. ASK, S.A.

2. Core Business Areas3. Differentiation

i. Culture

ii. Competitive Advantages

4. Team

5. Track Record

Index


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3. Differentiationi. Culture

Friendly atmosphere, stimulating yetresponsible breaking away from

investment banking clichs

High level of motivation and commitment to the

success of the project on the part of all executivesfollowing one common profile:

academic excellence

open mind

entrepreneurial and creative attitude

working commitment

communication skills

international financial culture

Main assets: People and Brand


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3. Differentiationii. Competitive Advantages

Direct relationship with the executing partners from beginning to end, with a high level of commitment to

results

Combination of ISQs technical excellence in several sectors and quality financial advisory

Global solution, management and coordination of all interlocutors company/client, consultants (financial,

auditing, legal, technical)

Business model focused on the middle market, entrepreneurs and companies with high growth

potential

Management team composed by a shareholding structure that incorporates some of the best professionals

in the sector, highly committed, and allowing future stability

Commitment to success by means of a remuneration system linked to the clients success, converting

us into clients partners

Entrepreneurial culture of ASKs shareholders lined-up with our clients and their needs


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1. ASK, S.A.


4. Team

i. Experience

5. Track Record

Index


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He is currently a Board Member at Media Capital and Chairman of the Associao Portuguesa de Seguradores (insurancecompanies association). He was also founder of Ibers.

Has 40 years of international experience in business administration, in London, New York, Zurich and Portugal and headedMDM (now Deutsche Bank) and Fiesco (AIG Group) projects. He was also CEO of Imprio Seguros, Vice-President at Josde Mello Group and Board Member at Banco Mello, Seguros e Penses Gere, PT Comunicaes and Bertrand Group.

Holds a B.A. in Law from Universidade Clssica de Lisboa.

4. Teami. Experience

Jaime dAlmeida Chairman

Jos Maria Dias Miranda Vice - President

He is the CEO of ISQ Instituto de Soldadura e Qualidade (since 2002) and Fiscal Board Member of Tagusparque (since1996).

Has a broad experience in engineering and management with a strong track-record through Controlauto (CEO from 1994-2000 ), ISQ (Managing Director from1985-2002), Metaldin - Soc. Desenvolvimento Indutrial (Manager from1979-1980). Hewas also responsible for the inspection of the Sines Refinery construction (Welding Institute) and Industrial Director of Moalis.

Between 1967 and 1984, he was Professor and Assistant Professor at Torres Vedras Industrial and Commercial Scholl and atInstituto Superior Tcnico.

Holds a BSc. in Mechanic Engineering from Instituto Superior Tcnico and a Companies Board Management Programme atAESE/IESE (Lisbon).


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Until June 2006 was a Board Member at Orey Financial and is a Board Memeber of Jayme da Costa S.A., Marpe, S.A. andWork Media, S.A.

Has a strong track-record in Asset Management and Private Banking, with experiences as Manager of CarnegiePortugal,Sociedade Gestora de Patrimnios, CEO of Tottagest,SA. and Manager of Private Banking for ManufacturersHanover (Portugal).

He was also CEO of SOCI, Sociedade de Comunicao Independente, S.A.

Holds a M.A./MBA Columbia University; M.A., Institute of High International Studies, University of Geneva .


Francisco Fino Board Member

Jos Paulo Parreira do Amaral Board Member

Until June 2006 Board Member at Orey Finantial.

Has a large experience in Asset Management and Private Banking , with proven experience at Carnegie Investimentos Sociedade Gestora de Patrimnios and Gerigeste/Tottageste Sociedade Gestora de Patrimnios as Manager. Also led thePrivate Banking Division implementation and development of Lloyds Bank in Portugal (1989).

He was also Board Member at Emparque Empreendimentos e Explorao de Parqueamentos SA.

Holds a M.A. in Law, University of Lisbon; BSc.in Management, ESOCT.

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Nuno Fernandes Thomaz Board Member

He was recently a Member of the XVI Constitutional Government as Secretary of State for Maritime Affairs. Currently is aBoard Advisor at AON. Portugal.

Has a wide experience in Investment Banking, both in Portugal and abroad. He was CEO at Orey Financial , Vice-President ofBanif- Ascor, Founder and Managing Director of Banif Investment Bank, (Private Banking/Corporate Banking), Manager ofBanco de Negcios, Argentria, Board Member at Titulo Sociedade Correctora Grupo Finibanco and Trader at BCI Valores(Santander Group).

He was also Board Advisor of Dalkia SGPS (Vivendi Group).

He has a strong international experience as In-Charge of Southern European Markets at Carnegie London.

Holds a BSc. in Business Administration, ISG, Post-Graduate Degree, Harvard Business School.

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He is currently a Board Member of ISQ Capital de Risco.

With 10 years experience in financial consulting advising, he was the founder of Ibers.

He was previously Associate of Banco de Negcios Argentria and Finibanco in the areas of Corporate and Project Finance.He was also a Manager of First Portuguese Group, being responsible for the Corporate Finance, Marketing and NewBusinesses, where he conceived, developed and structured an investment fund of unique characteristics.

Holds a BSc. in Management, Universidade Catlica Portuguesa.

Nuno Miranda Board Member


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With more than 20 years of professional experience in multinational and national companies in several segments of themarket, like Technology, Information Systems, Health, Environment and Services, he was, before joining ASK, Global Vice-President Operations of MIPS Technologies, CFO and Executive Vice-President of Chipidea, SA, CEO and President of theBoard of Timestamp SI, SA, Board member of the Group RD Rede de Diagnstico, SA, President of the Board of OON Recycling Solutions, SA, Manager and Financial Director of Oracle Portugal, Assistant Controller & Credit Manager of DataGeneral Portugal and Account Manager at Banco Portugus do Atlntico.

He holds a BSc. in Economics from Universidade Catlica Portuguesa, a Post-graduation in Management from the Universityof Edinburgh and a MBA from ENPC of Paris.

Srgio Pena Dias Board Member

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Joo Beirco Board Member

With more than 9 years of professional experience in several areas of consulting and financial advisory, namely M&Aassignments, privatizations, re-structuring, equity fund raising as well as companies and projects valuation.

Before joining ASK, he was Manager of the M&A Division at Banco Efisa (2006/00), and formerly was a Financial Analyst inthe Structured Finance area of the Corporate Division at BES (2000), and in the Corporate Finance Division at BNP Paribas inLisbon (1999)

Holds a BSc. in Organization and Management, ISCTE.

Frederico Ressano Garcia Board Member

He was recently Director of the division of Mortgage Banking of BBVA Portugal and formerly was Director of the capital marketof BBVA Portugal as well as responsible for Argentaria Valores Soc. Fin. de Corretagem (1998-2002). He also worked forBanco Finantia (1994-98), where he was Director of the the divisions of Capital Market and Private Banking.

He enrolled several courses of Financial Management at the Universities of Stanford, Wharton and IESE. He holds a BSc. inManagement from Universidade Catlica Portuguesa.



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He has more than 7 years of professional experience in financial advisory, equity fund raising, M&A, valuation, private equityand financial restructuring projects.

Before joining Ask, he worked as Senior Associate at KPMG (2008) at the division of restructuring services and as AssistantDirector at Banif Banco de Investimento (2007), at the division of Private Equity. Before, he was financial analyst at thedivisionof mergers and acquisitionsof Banco Efisa (2003/06) and auditor at Deloitte (2002).

He holds a MSc. in Finance from ISCTE and a BSc. in Economics from Universidade Nova de Lisboa.

Diogo Torrado Corporate Finance Manager

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Pedro Soares David Corporate Finance Manager

Has more than 6years of professional experience in financial advisory, equity fund raising, M&A, valuation and financialrestructuring projects.

Before joining ASK, he worked as Deputy Director at Banco Finantia (2007) and Associate at Banif Investment Banking(2002/2007) both in the Corporate Finance division. In between Banifs experience, he was invited to work as FinancialAdvisor for the Sea Affairs Secretary of State (2004/2005) being responsible for the shipbuilding and ports industries.

Holds a Post-Graduation in Finance and a BSc. in Business Management from Universidade Nova de Lisboa; He has also aBusiness Analysis & Valuation course by London School of Economics.


He has more than 9 years of professional experience in the financial area, having been 7 years at Millennium Bcp. BeforejoiningAsk, he was responsible for the area of Real Estate Promotion in the South of Portugal for BBVA.

With juridical background from Universidade Autnoma de Lisboa, he has also several specializing courses in CapitalMarkets, Management and Finance, as well as a specialization in Management and Finance in Real Estate, lessened by ISEGand Lawyers Order.

Ricardo Quaresma Real Estate Manager


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Has more than 4 years of professional experience and has been involved in several Corporate Finance and M&Aassignments.

Before joining ASK, he worked as Analyst at Banco Finantia (2007) and at Banif Investment Banking (2005/06) both in theCorporate Finance division. His work experience also includes Summer Internships at Grupo Portugal Telecom.

Holds a BSc. in Economics from Universidade Nova de Lisboa and a Capital Markets Derivatives and Monetary Economicsspecialization from the Business and Administration College, University of S. Paulo.

Nuno Lopes Corporate Finance Assistant Manager

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Joo Bourbon Private Equity Assistant Manager

Has 5 years of professional experience in Financial Advisory , M&A assignments, Equity Fund Raising as well as evaluationsof companies and projects.

Before joining ASK, he was Associate at the M&A Division at Banco Efisa (2007/05).

Degree in Business Management from Universidade Nova de Lisboa; Business Analysis & Valuation course by LondonSchool of Economics.


Has 6 years of professional experience in several areas of financial advisory, namely Project Finance projects, Public andPrivate Partnerships schemes and Leveraged Finance.

Before joining ASK, she was Analyst at the Project Finance Division at Banco Efisa (2007/03).

Holds a Post-graduation in Corporate Finance from CEMAF and a BSc. in Business Management from Universidade CatlicaPortuguesa.

Ana Pinto Corporate Finance Assistant Manager


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Since February 2009 on ASK, after concluding a Degree in Economics and a Masters in Management at Universidade Novade Lisboa.

On the last months of 2008, he enrolled an internship at TESE Associao para o Desenvolvimento (a NGOD), in the area ofFund Raising.

Tiago Fonseca Corporate Finance Analyst

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Francisco Pimenta da Gama Private Equity Analyst

Joined ASK by the end of 2007 and has an Economics BSc. and a Finance MSc, both by Universidade Nova de Lisboa.

Previously, he has undertaken internships in the Private Banking and Client Management divisions of Banco Esprito Santo(Summer 2006). In the scope of its BSc., in 2006 attended several Financial Management Courses at Universidade Autnomaof Barcelona.


Before joining ASK (February 2009), she enrol led an 8-month internship in Bial Industrial Farmacutica in Bilbao/Madrid, in theareas of accountability and Commercial/Sales, under the Programme Inov Contacto.

Holds a BSc in Economics and a MSc. in Management from Universidade Nova de Lisboa.

Raquel Silva Private Equity Analyst


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1. ASK, S.A.


4. Team

5. Track Record

Index


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5. Track Record

2009

Explorer Investments FinancialAdvisor in the acquisition of

100% of Gascan, S.A.

20062009

Financial Advisory in theBusiness Planing for the wine

and kitchen oil businesses

2009

Financial Advisory in theopportunities detection in Brazil

2009

ISQs Financial Advisor in theacquisition of 100% of Labcal

Laboratrio de Calibraes & Ensaios

FIMOVE, SGPS MGS, SGPS

2008 20062008 20082008

Financial Advisory Financial Advisory Advisory to Conjuntura Actualin the sale of 100% toAlmedina Group

Advisory to Cofina Media forthe acquisition of a 49%stake in Empregos Online

RECENT CURRICULUM
http://www.isla.pt/isla/


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5. Track Record

20072007 20072007

2007 2007 20072007

Financial AdvisoryReal Estate Fund

Structuring for its HealthAssets

Real Estate FundStructuring

Advisory in the valuationof several companies

Financial Advisory Financial Advisory Financial Advisory Valuation andFinancial Advisory

RECENT CURRICULUM


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5. Track Record

2007 2007 20072007

20062007

AutoTorrense, Lda

200620062006

Advisory in the acquisition ofstakes in Spain, Turkey and

NorwayFinancial Advisory Valuation Fund RaisingAdvisory

Financial Advisory Financial Advisory Financial Advisory in theCompanys structuring Financial Advisory

RECENT CURRICULUM
http://www.aon.com/


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5. Track Record

20062006 2006 2006 2006

Investment Projectstructuring

Financial Advisory Financial Advisory Financial Advisory

RECENT CURRICULUM


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Confidential34

Av. lvares Cabral, N 61, 31250-017 LisboaTelefone: + (351) 21 393 24 20

Fax: + (351) 21 393 24 29www.ask.pt

[email protected]

Contacts you ASK we answer

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ASK Presentation Jun09